Common use of Indemnification of the Buyer Clause in Contracts

Indemnification of the Buyer. The Seller covenants and agrees with the Buyer that, regardless of any investigation made at any time by or on behalf of the Buyer or any information the Buyer may have, the Seller shall indemnify the Buyer and each of its successors, assigns, employees and agents (the “Buyer Indemnified Parties”), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of: (a) Any breach or default in the performance by the Seller of any covenant or agreement of Seller contained in this Agreement; (b) Any breach of a representation or warranty made by the Seller herein or in any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actions, suits, proceedings, claims, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to any of the foregoing (each a “Claim”).

Indemnification of the Buyer. (a) The Seller covenants shall, from and agrees with after the Buyer thatClosing, regardless of any investigation made at any time by or on behalf of defend, indemnify, and hold harmless the Buyer or any information the Buyer may haveBuyer, the Seller shall indemnify the Buyer and each of its successorsofficers, assignsdirectors, employees stockholders and agents affiliates (the collectively “Buyer Indemnified Parties”), and hold them harmless ) from, against against, for and in respect of and pay any and all costsLosses suffered, lossessustained, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from incurred or arise out of: (a) Any breach or default in the performance required to be paid by the Seller Buyer by reason of (i) any and all obligations and liabilities of Seller, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; Agreement or any other Seller Document, (biii) Any breach the enforcement by any Buyer Indemnified Party of a representation any of its rights under any other indemnification covenant contained in this Agreement or warranty made by the any other Seller herein or in Document, (iv) any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actionsclaims, suits, proceedingsactions, claimscomplaints, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to allegations or demands which have been or may be brought against Seller or any of its Affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the foregoing Intellectual Property; (each a “Claim”)v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.

Indemnification of the Buyer. The Seller covenants and agrees with the Buyer that, regardless of any investigation made at any time by or on behalf Each of the Buyer or any information Sellers and the Buyer may haveParent agree, the Seller shall jointly and severally, to indemnify and hold harmless the Buyer and each of its successorsAffiliates and their respective directors, assigns, officers and employees and agents (the “"Buyer Indemnified Parties”), Indemnitees") from and hold them harmless from, against and in respect of (a) any and all costspayments, losses, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of: (a) Any breach or default in the performance by the Seller of any covenant or agreement of Seller contained in this Agreement; (b) Any breach of a representation or warranty made by the Seller herein or in any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actions, suits, proceedingsdamages, claims, demands, judgmentslosses, compromisesexpenses, assessmentscosts, settlementsobligations and liabilities, including reasonable attorneys' fees, which may be asserted against or sustained or incurred by the Buyer Indemnitees in connection with, arising out of or related to (i) any inaccuracy in, misrepresentation, breach or alleged breach of any of the representations, warranties, agreements, commitments, obligations, covenants or conditions made by the Sellers or the Parent hereunder; (ii) the Excluded Liabilities; (iii) the Excluded Assets, (iv) the failure of the transfer and assignment of the Acquired Assets from the Sellers to the Buyer to cause the Buyer to acquire good and marketable title to the Acquired Assets, free and clear of any Encumbrances unless such failure is caused by the action of the Buyer; or (v) any claim made, or any action brought, by any Person relating to any of the Sellers' operation of the Business prior to the Closing Date; and (b) any and all costs and expenses (including including, but not limited to, reasonable legal fees and disbursements expenses) incurred by the Buyer Indemnitees in connection with the enforcement of counsel and court costs) incident to any of the foregoing (each a “Claim”)their respective rights hereunder.

Indemnification of the Buyer. The Seller covenants Sellers shall, from and agrees with after the Buyer thatClosing, regardless of any investigation made at any time by or on behalf of defend, indemnify, and hold harmless the Buyer or any information the Buyer may haveBuyer, the Seller shall indemnify the Buyer and each of its successorsmembers, assignsmanaging members, employees consultants and agents affiliates (the collectively “Buyer Indemnified Parties”), and hold them harmless ) from, against against, for and in respect of and pay any and all costsLosses suffered, lossessustained, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from incurred or arise out of: (a) Any breach or default in the performance required to be paid by the Seller Buyer by reason of (i) any and all obligations and liabilities of Sellers, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller Sellers contained in this Agreement; Agreement or any other Sellers’ Documents, (biii) Any breach the enforcement by any Buyer Indemnified Party of a representation any of its rights under any other indemnification covenant contained in this Agreement or warranty made by the Seller herein or in any Scheduleother Sellers’ Documents, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (civ) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actionsclaims, suits, proceedingsactions, claimscomplaints, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to allegations or demands which have been or may be brought against Sellers or any of its affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the foregoing Intellectual Property; (each a “Claim”)v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.

Indemnification of the Buyer. (a) The Seller covenants SELLERS shall, from and agrees with after the Buyer thatClosing, regardless of any investigation made at any time by or on behalf of the Buyer or any information the Buyer may havedefend, the Seller shall indemnify the Buyer and each of its successors, assigns, employees and agents (the “Buyer Indemnified Parties”)indemnify, and hold them harmless the BUYER, and its officers, directors, stockholders and affiliates (collectively “BUYER Indemnified PARTIES”) from, against against, for and in respect of and pay any and all costsLosses suffered, lossessustained, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from incurred or arise out of: (a) Any breach or default in the performance required to be paid by the Seller BUYER by reason of (i) any and all obligations and liabilities of SELLERS, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller SELLERS contained in this Agreement; AGREEMENT or any other SELLERS Document, (biii) Any breach the enforcement by any BUYER Indemnified PARTY of a representation any of its rights under any other indemnification covenant contained in this AGREEMENT or warranty made by the Seller herein or in any Scheduleother SELLERS Document, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (civ) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actionsclaims, suits, proceedingsactions, claimscomplaints, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to allegations or demands which have been or may be brought against SELLERS or any of its affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the foregoing Intellectual Property; (each a “Claim”)v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this AGREEMENT; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.

Indemnification of the Buyer. The Seller covenants shall, from and agrees with after the Buyer thatClosing, regardless of any investigation made at any time by or on behalf of defend, indemnify, and hold harmless the Buyer or any information the Buyer may haveBuyer, the Seller shall indemnify the Buyer and each of its successorsofficers, assignsdirectors, employees stockholders and agents affiliates (the collectively “Buyer Indemnified Parties”), and hold them harmless ) from, against against, for and in respect of and pay any and all costsLosses suffered, lossessustained, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from incurred or arise out of: (a) Any breach or default in the performance required to be paid by the Seller Buyer by reason of (i) any and all obligations and liabilities of Seller, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; Agreement or any other Seller Document, (biii) Any breach the enforcement by any Buyer Indemnified Party of a representation any of its rights under any other indemnification covenant contained in this Agreement or warranty made by the any other Seller herein or in Document, (iv) any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actionsclaims, suits, proceedingsactions, claimscomplaints, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to allegations or demands which have been or may be brought against Seller or any of its affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the foregoing Intellectual Property; (each a “Claim”)v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.

Indemnification of the Buyer. (a) The Seller covenants shall, from and agrees with after the Buyer thatClosing, regardless of any investigation made at any time by or on behalf of defend, indemnify, and hold harmless the Buyer or any information the Buyer may haveBuyer, the Seller shall indemnify the Buyer and each of its successorsofficers, assignsdirectors, employees stockholders and agents affiliates (the collectively “Buyer Indemnified Parties”), and hold them harmless ) from, against against, for and in respect of and pay any and all costsLosses suffered, lossessustained, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from incurred or arise out of: (a) Any breach or default in the performance required to be paid by the Seller Buyer by reason of (i) any and all obligations and liabilities of Seller, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; Agreement or any other Seller Document, (biii) Any breach the enforcement by any Buyer Indemnified Party of a representation any of its rights under any other indemnification covenant contained in this Agreement or warranty made by the any other Seller herein or in Document, (iv) any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actionsclaims, suits, proceedingsactions, claimscomplaints, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to allegations or demands which have been or may be brought against Seller or any of its affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the foregoing Intellectual Property; (each a “Claim”)v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.

Indemnification of the Buyer. The Seller covenants shall, from and agrees with after the Buyer thatClosing, regardless of any investigation made at any time by or on behalf of defend, indemnify, and hold harmless the Buyer or any information the Buyer may haveBuyer, the Seller shall indemnify the Buyer and each of its successorsofficers, assignsdirectors, employees stockholders and agents Affiliates (the “collectively "Buyer Indemnified Parties”), and hold them harmless ") from, against against, for and in respect of and pay any and all costsLosses suffered, lossessustained, claimsincurred or required to be paid by Buyer Indemnified Parties by reason of (i) any and all obligations and liabilities of Seller, liabilities, fines, penalties, damages other than obligations arising and expenses which are caused by, result from or arise out of: required to be performed under the Assumed Liabilities after the Closing; (aii) Any any breach or default in the performance by the Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement; Agreement or any other Seller Document, (biii) Any breach the enforcement by any Buyer Indemnified Party of a representation any of its rights under this Section 8.2 or warranty made by the any other indemnification covenant contained in this Agreement or any other Seller herein or in Document, (iv) any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto; (c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or (d) Any and all actionsclaims, suits, proceedingsactions, claimscomplaints, demandsallegations or demands which have been or may be brought against either Seller or the Buyer, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to or any of the foregoing (each a “Claim”)its Affiliates and any of their respective officers, directors, employees or agents.